Common use of Reports and Instructions to Trustee Clause in Contracts

Reports and Instructions to Trustee. (a) Weekly Manager’s Certificate. By 4:30 p.m. (New York City time) on (i) the fourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Opt-Out Weekly Allocation Date or (ii) the sixth (6th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, in each case, the Managers will provide to the Trustee, the Servicer and the Back-Up Manager certificates substantially in the applicable form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each, a “Weekly Manager’s Certificate”); provided that such Weekly Manager’s Certificate shall be considered confidential information and shall not be disclosed by such recipients to any Noteholder, Note Owner or other Person without the prior written consent of the Co-Issuers. Notwithstanding anything herein to the contrary, (x) the Weekly Manager’s Certificate delivered after the Series 2018-1 Closing Date shall not be required to account for U.S. Collections in respect of any Take 5 Company Locations, and amounts credited to the Accounts in respect of such Take 5 Company Locations shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs after the date that is 21 days after the Series 2018-1 Closing Date; provided, however, that (x) the first Weekly Manager’s Certificate that includes the Take 5 Company Locations shall include allocations of any amounts in respect of the Take 5 Company Locations received during the period from the Series 2018-1 Closing Date until the last day of the relevant Weekly Collection Period and (y) the Weekly Manager’s Certificate delivered after the Series 2020-1 Closing Date shall not be required to account for Canadian Collections, and amounts credited to the Accounts in respect of such Canadian Collections shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date following the first full weekly fiscal period following the Series 2020-1 Closing Date; provided, however, that at the election of the Managers pursuant to the Weekly Manager’s Certificate for the applicable Weekly Collection Period, the first Weekly Collection Period following the Series 2020-1 Closing Date with respect to any Canadian Collections will end at 11:59 p.m. (New York City time) on the Saturday of the second full weekly fiscal period following the Series 2020-1 Closing Date. Following the end of the first Weekly Collection Period with respect to Canadian Collections described in clause (y) of the previous sentence, the Weekly Manager’s Certificate for the following Weekly Allocation Date will provide that all U.S. Collections and Canadian Collections remaining in the Collection Accounts after giving effect to Section 5.11(b) for the Weekly Allocation Dates occurring during such Weekly Collection Period will be allocated or paid pursuant to the Priority of Payments on a pro forma basis in the manner set forth in the Series Supplement for the Series 2020-1 Notes as if such U.S. Collections and Canadian Collections had been available for distribution on such previous Weekly Allocation Dates (and taking into account any allocations or payments previously made pursuant to priorities (i)-(iii) and (v) of the Priority of Payments on such Weekly Allocation Dates).

Reports and Instructions to Trustee. (a) Weekly Manager’s Certificate. By 4:30 p.m. (New York City time) on (i) the fourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Opt-Out Weekly Allocation Date or (ii) the sixth (6th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, in each case, the Managers will provide to the TrusteeTrustee and, the Servicer and the Back-Up Manager certificates substantially in the applicable form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each, a “Weekly Manager’s Certificate”); provided that such Weekly Manager’s Certificate shall be considered confidential information and shall not be disclosed by such recipients to any Noteholder, Note Owner or other Person without the prior written consent of the Co-Issuers. Notwithstanding anything herein to the contrary, (x) the Weekly Manager’s Certificate delivered after the Series 2018-1 Closing Date shall not be required to account for U.S. Collections in respect of any Take 5 Company Locations, and amounts credited to the Accounts in respect of such Take 5 Company Locations shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs after the date that is 21 days after the Series 2018-1 Closing Date; provided, however, that (x) the first Weekly Manager’s Certificate that includes the Take 5 Company Locations shall include allocations of any amounts in respect of the Take 5 Company Locations received during the period from the Series 2018-1 Closing Date until the last day of the relevant Weekly Collection Period and (y) the Weekly Manager’s Certificate delivered after the Series 2020-1 Closing Date shall not be required to account for Canadian Collections, and amounts credited to the Accounts in respect of such Canadian Collections shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date following the first full weekly fiscal period following the Series 2020-1 Closing Date; provided, however, that at the election of the Managers pursuant to the Weekly Manager’s Certificate for the applicable Weekly Collection Period, the first Weekly Collection Period following the Series 2020-1 Closing Date with respect to any Canadian Collections will end at 11:59 p.m. (New York City time) on the Saturday of the second full weekly fiscal period following the Series 2020-1 Closing Date. Following the end of the first Weekly Collection Period with respect to Canadian Collections described in clause (y) of the previous sentence, the Weekly Manager’s Certificate for the following Weekly Allocation Date will provide that all U.S. Collections and Canadian Collections remaining in the Collection Accounts after giving effect to Section 5.11(b) for the Weekly Allocation Dates occurring during such Weekly Collection Period will be allocated or paid pursuant to the Priority of Payments on a pro forma basis in the manner set forth in the Series Supplement for the Series 2020-1 Notes as if such U.S. Collections and Canadian Collections had been available for distribution on such previous Weekly Allocation Dates (and taking into account any allocations or payments previously made pursuant to priorities (i)-(iii) and (v) of the Priority of Payments on such Weekly Allocation Dates).

Reports and Instructions to Trustee. (a) Weekly Manager’s Certificate. By 4:30 p.m. (New York City time) on (i) the fourth day prior to eachfourth (4th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Opt-Out Weekly Allocation Date or (ii) the sixth (6th) Business Day following the last day of a Weekly Collection Period for a Currency Conversion Weekly Allocation Date, the Issuer shall furnish, or cause the Manager to furnish,in each case, the Managers will provide to the Trustee, Trustee and the Servicer and the Back-Up Manager certificates a certificatecertificates substantially in the applicable form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each, a “Weekly Manager’s Certificate”); provided that such Weekly Manager’s Certificate shall be considered confidential information and shall not be disclosed by such recipients to any Noteholder, Note Owner or other Person without the prior written consent of the CoIssuerCo-Issuers. Notwithstanding anything herein to the contrary, (x) the Weekly Manager’s Certificate CertificatesCertificate delivered after the Series 2018-1 Closing Date shall not be required to account for U.S. Collections in respect of any Take 5 Company Locations, and amounts credited to the Accounts in respect of such Take 5 Company Locations shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs after the date that is 21 days after the Series 2018-1 Closing Date; provided, however, that (x) the first Weekly Manager’s Certificate that includes the Take 5 Company Locations shall include allocations of any amounts in respect of the Take 5 Company Locations received during the period from the Series 2018-1 Closing Date until the last day of the relevant Weekly Collection Period Period. and (y) the Weekly Manager’s Certificate delivered after the Series 2020-1 Closing Date shall not be required to account for Canadian Collections, and amounts credited to the Accounts in respect of such Canadian Collections shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date following the first full weekly fiscal period following the Series 2020-1 Closing Date; provided, however, that at the election of the Managers pursuant to the Weekly Manager’s Certificate for the applicable Weekly Collection Period, the first Weekly Collection Period following the Series 2020-1 Closing Date with respect to any Canadian Collections will end at 11:59 p.m. (New York City time) on the Saturday of the second full weekly fiscal period following the Series 2020-1 Closing Date. Following the end of the first Weekly Collection Period with respect to Canadian Collections described in clause (y) of the previous sentence, the Weekly Manager’s Certificate for the following Weekly Allocation Date will provide that all U.S. Collections and Canadian Collections remaining in the Collection Accounts after giving effect to Section 5.11(b) for the Weekly Allocation Dates occurring during such Weekly Collection Period will be allocated or paid pursuant to the Priority of Payments on a pro forma basis in the manner set forth in the Series Supplement for the Series 2020-1 Notes as if such U.S. Collections and Canadian Collections had been available for distribution on such previous Weekly Allocation Dates (and taking into account any allocations or payments previously made pursuant to priorities (i)-(iii) and (v) of the Priority of Payments on such Weekly Allocation Dates).